Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 696K
2: EX-2.1 Agreement and Plan of Merger HTML 46K
3: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 17K
4: EX-3.2 Amended and Restated Articles of Incorporation HTML 34K
5: EX-3.3 Amendment to Amended and Restated Articles of HTML 17K
Incorporation
6: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 66K
7: EX-3.5 Series A Certificate of Designation HTML 37K
8: EX-3.6 Series B Certificate of Designation HTML 37K
9: EX-21.1 List of Subsidiaries HTML 17K
10: EX-31.1 Certification of Principal Executive Officer HTML 26K
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
11: EX-31.2 Certification of Principal Financial Officer HTML 26K
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
12: EX-32.1 Certification of Principal Executive Officer and HTML 23K
Principal Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
42: R1 Document and Entity Information HTML 49K
33: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 82K
40: R3 Condensed Consolidated Balance Sheets HTML 41K
(Parenthetical)
44: R4 Condensed Consolidated Statements of Operations HTML 69K
(Unaudited)
56: R5 Consolidated Statements of Changes in HTML 83K
Stockholders' Equity
34: R6 Condensed Consolidated Statements of Cash Flows HTML 110K
(Unaudited)
39: R7 Basis of Presentation and Summary of Significant HTML 63K
Accounting Policies
30: R8 Going Concern Considerations HTML 25K
24: R9 Mineral Claims HTML 25K
57: R10 Convertible Debentures and Notes Payable HTML 48K
46: R11 Stockholders' Deficit HTML 63K
45: R12 Income Taxes HTML 44K
50: R13 Commitments and Contingencies HTML 31K
51: R14 Related Party Transactions HTML 31K
49: R15 Derivative Liabilities HTML 28K
52: R16 Subsequent Events HTML 39K
41: R17 Basis of Presentation and Summary of Significant HTML 100K
Accounting Policies (Policies)
43: R18 Basis of Presentation and Summary of Significant HTML 44K
Accounting Policies (Tables)
48: R19 Convertible Debentures and Notes Payable (Tables) HTML 26K
62: R20 Stockholders' Deficit (Tables) HTML 43K
54: R21 Income Taxes (Tables) HTML 41K
36: R22 Derivative Liabilities (Tables) HTML 26K
47: R23 Schedule of carrying amount of the major classes HTML 29K
of liabilities (Details)
38: R24 Schedule of Derivative Liability (Details) HTML 37K
22: R25 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 27K
ACCOUNTING POLICIES - Schedule of dilutive
securities (Details)
55: R26 CONVERTIBLE DEBENTURES AND NOTES PAYABLE - HTML 26K
Schedule of convertible debentures and notes
payable (Details)
58: R27 STOCKHOLDERS' DEFICIT - Schedule of outstanding HTML 36K
stock options (Details)
27: R28 COMMON STOCK WARRANTS - Schedule of stock warrants HTML 35K
outstanding (Details)
26: R29 INCOME TAXES - Schedule of differences between HTML 40K
effective tax rate and the statutory federal rate
(Details)
28: R30 INCOME TAXES - Schedule of deferred tax assets and HTML 42K
liabilities (Details)
29: R31 DERIVATIVE LIABILITIES - Schedule of assumptions HTML 30K
for fair value of convertible instruments under
Black-Scholes model (Details)
31: R32 Basis of Presentation and Summary of Significant HTML 26K
Accounting Policies (Details Narrative)
21: R33 Mineral Claims (Details Narrative) HTML 27K
53: R34 Convertible Debentures and Notes Payable (Details HTML 113K
Narrative)
35: R35 Stockholders' Deficit (Details Narrative) HTML 125K
37: R36 Income Taxes (Details Narrative) HTML 26K
23: R37 Commitments and Contingencies (Details Narrative) HTML 37K
61: R38 Related Party Transactions (Details Narrative) HTML 41K
19: R39 Derivative Liabilities (Details Narrative) HTML 29K
32: R40 Subsequent Events (Details Narrative) HTML 41K
59: XML IDEA XML File -- Filing Summary XML 80K
20: EXCEL IDEA Workbook of Financial Reports XLSX 106K
25: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 438K
13: EX-101.INS XBRL Instance -- silv-20131231 XML 724K
15: EX-101.CAL XBRL Calculations -- silv-20131231_cal XML 95K
16: EX-101.DEF XBRL Definitions -- silv-20131231_def XML 263K
17: EX-101.LAB XBRL Labels -- silv-20131231_lab XML 729K
18: EX-101.PRE XBRL Presentations -- silv-20131231_pre XML 495K
14: EX-101.SCH XBRL Schema -- silv-20131231 XSD 137K
60: ZIP XBRL Zipped Folder -- 0001415889-14-001013-xbrl Zip 94K
The undersigned, Chief Executive Officer of Great West Resources, Inc., a Nevada corporation (the “Corporation”) DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on February 6, 2014;
WHEREAS, the Board of Directors is authorized within the limitations and restrictions stated in the Articles of Incorporation of the Corporation, as amended, to provide by resolution or resolutions for the issuance of 30,000 shares of Preferred Stock, par value $0.000l per share, of the Corporation, in such Series and with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions as the Corporation’s Board of Directors shall fix by resolution or resolutions providing for the issuance thereof duly adopted by the Board of Directors; and
WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to authorize and fix the terms of a series of Preferred Stock and the number of shares constituting such series;
NOW, THEREFORE, BE IT RESOLVED:
Section 1. Designation and Authorized Shares. The Corporation shall be authorized to issue thirty thousand (30,000) shares of Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”).
Section 2. Stated Value. Each share of Series B Preferred Stock shall have a stated value of one-ten thousandth ($0.0001) of one cent (the “Stated Value”).
Section 3. Liquidation.
(a) Upon the liquidation, dissolution or winding up of the business of the Corporation, whether voluntary or involuntary, each holder of Series B Preferred Stock shall be entitled to receive, for each share thereof, out of assets of the Corporation legally available therefor, a preferential amount in cash equal to (and not more than) the Stated Value. All preferential amounts to be paid to the holders of Series B Preferred Stock in connection with such liquidation, dissolution or winding up shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Corporation to the holders of (i) any other class or series of capital stock whose terms expressly provide that the holders of Series B Preferred Stock should receive preferential payment with respect to such distribution (to the extent of such preference) and (ii) the Corporation’s Common Stock.
If upon any such distribution the assets of the Corporation shall be insufficient to pay the holders of the outstanding shares of Series B Preferred Stock (or the holders of any class or series of capital stock ranking on a parity with the Series B Preferred Stock as to distributions in the event of a liquidation, dissolution or winding up of the Corporation) the full amounts to which they shall be entitled, such holders shall share ratably in any distribution of assets in accordance with the sums which would be payable on such distribution if all sums payable thereon were paid in full.
(b) Any distribution in connection with the liquidation, dissolution or winding up of the Corporation, or any bankruptcy or insolvency proceeding, shall be made in cash to the extent possible. Whenever any such distribution shall be paid in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board of Directors of the Corporation.
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Section 4. Voting. Except as otherwise expressly required by law, each holder of Series B Preferred Stock shall be entitled to vote on all matters submitted to shareholders of the Corporation and shall be entitled to one vote for each share of Series B Preferred Stock owned at the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Except as otherwise required by law, the holders of shares of Series B Preferred Stock shall vote together with the holders of Common Stock on all matters and shall not vote as a separate class.
Section 5. Conversion.
(a) Conversion Right. Each holder of Series B Preferred Stock may, from time to time, convert any or all of such holder’s shares of Series B Preferred Stock into fully paid and nonassessable shares of Common Stock in an amount equal to five shares of Common Stock for each one share of Series B Preferred Stock surrendered.
(b) Conversion Procedure. In order to exercise the conversion privilege under Section 5, the holder of any shares of Series B Preferred Stock to be converted shall give written notice to the Corporation at its principal office that such holder elects to convert such shares of Series B Preferred Stock or a specified portion thereof into shares of Common Stock as set forth in such notice. At such time as the certificate or certificates representing the Series B Preferred Stock which has been converted are surrendered to the Corporation, the Corporation shall issue and deliver a certificate or certificates representing the number of shares of Common Stock determined pursuant to Section 5. In case of conversion under Section 5 of only a part of the shares of Series B Preferred Stock represented by a certificate surrendered to the Corporation, the Corporation shall issue and deliver a new certificate for
the number of shares of Series B Preferred Stock which have not been converted. Until such time as the certificate or certificates representing Series B Preferred Stock which has been converted are surrendered to the Corporation and a certificate or certificates representing the Common Stock into which such Series B Preferred Stock has been converted have been issued and delivered, the certificate or certificates representing the Series B Preferred Stock which have been converted shall represent the shares of Common Stock into which such shares of Series B Preferred Stock have been converted. The Corporation shall pay all documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock issuable upon conversion of the Series B Preferred Stock.
(c) Maximum Conversion. Notwithstanding anything to the contrary contained herein, a holder of shares of Series B Preferred Stock shall not be entitled to convert shares of Series B Preferred Stock if upon such conversion the number of shares of Common Stock to be received, together with the number of shares of Common Stock beneficially owned by the holder and its affiliates on the conversion date, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock of the Corporation on such conversion date. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The holder shall have the authority and obligation to determine whether the restriction contained
in this Section 6(c) will limit any conversion hereunder and to the extent that the holder determines that the limitation contained in this Section applies, the determination of the number of shares of Series B Preferred Stock that are convertible shall be the responsibility and obligation of the holder.
Section 6. Other Provisions.
(a) Reservation of Common Stock. The Corporation shall at all times reserve from its authorized Common Stock a sufficient number of shares to provide for conversion of all Series B Preferred Stock from time to time outstanding.
(b) Record Holders. The Corporation and its transfer agent, if any, for the Series B Preferred Stock may deem and treat the record holder of any shares of Series B Preferred Stock as reflected on the books and records of the Corporation as the sole true and lawful owner thereof for all purposes, and neither the Corporation nor any such transfer agent shall be affected by any notice to the contrary.
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Section 7. Restriction and Limitations. Except as expressly provided herein or as required by law so long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, without the vote or written consent of the holders of at least a majority of the then outstanding shares of the Series B Preferred Stock, take any action which would adversely and materially affect any of the preferences, limitations or relative rights of the Series B Preferred Stock, including without limitation:
(A) Reduce the amount payable to the holders of Series B Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or change the relative seniority of the liquidation preferences of the holders of Series B Preferred Stock to the rights upon liquidation of the holders of any other capital stock in the Corporation; or
(B) Cancel or modify adversely and materially the voting rights as provided in Section 4 herein.
Section 8. Certain Adjustments.
(a) Stock Dividends and Stock Splits. If the Corporation, at any time while the Series B Preferred Stock is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation pursuant to the Series B Preferred Stock), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the Corporations, each share of Series B Preferred Stock shall receive such consideration as if such number of shares of Series B Preferred if it had been,
immediately prior to such foregoing dividend, distribution, subdivision, combination or reclassification, the holder of one share of Common Stock. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
(b) Fundamental Transaction. If, at any time while the Series B Preferred Stock is outstanding, (A) the Corporation effects any merger or consolidation of the Corporation with or into another Person, (B) the Corporation effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (C) any tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Corporation effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of this Series B
Preferred Stock, the Holders shall have the right to receive, for each Share of Common Stock that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been immediately prior to such Fundamental Transaction, the holder of one share of Common Stock.
IN WITNESS WHEREOF, the undersigned have executed this Certificate this 6th day of February, 2014.
